Under the Paramount Classics banner, "Fade to Black" unspooled before me as I remembered Jay-Z’s previous documentary "classic," an execrable piece of immature backstage concert antics named, well, "Backstage." Imagine my shock and pure joy when "Fade to Black," through fits and starts, eventually emerges to live up to the lofty title of its studio distributor.

Filmed with all the gravitas of Michael Jordan’s last Chicago playoff game, "Fade to Black" uses Jay-Z’s last concert as a solo artist before his "retirement" – a star-studded hip hop holiday

at a sold out Madison Square Garden – as the backdrop for an intimate look at Jiggaman’s creative process behind the assembly of "The Black Album." Wryly narrated by Shawn Carter himself, the action of the concert is intercut with episodes of Jay-Z garnering inspiration, meeting with producers, and creating classics on the fly in the recording booth. As you would expect, all of hip hop royalty cameos if not performs including Ghostface Killah, Missy Elliott, Slick Rick, and, of course, Jay-Z’s uber-girlfriend Beyoncé.

Surprisingly, there’s a lot going on in this film. Where it could’ve been easy to do a straight concert film, the framing story of Jay- Z’s cross country search for musical inspiration from the finest producers in hip hop and music in general is equally as compelling as the concert – no small feat. When Jay dips down to Miami to hook up with a truly inspired Timbaland – jocking his own (familiar yet tight) beats, no less – is virtually a show unto itself. The very moment Jay discovers Tim’s beat for "Dust Your Shoulder Off" gave me the chills, as it did him.

That’s actually the real movie within the movie: "Fade to Black" as a creative, instructional instrument. Viewing Jay-Z’s creative process is downright inspirational; watching him feel a track is like watching a hip hop fish bob to the surface. Whether he’s enjoying the talents of young phenom protégé Kanye West, inhaling a beat from Pharrell Williams of the Neptunes, or visiting the veteran, multipurpose producer of the song that would be "99 Problems," Rick "Just strange by strange standards" Rubin, it is clear that Shawn Carter is an artist truly in love with music, seducing you with his same passion ("Nothing comes before the MUSIC!").

As far as the concert goes, Jay-Z’s finale is a show of cinematic proportions. Pyrotechnics, theatrics, classy to outrageous costuming – it’s got it all. Injecting new life into old anthems such as "Big Pimpin’" and "Izzo," Jay and the film’s directors do an admirable job of transferring the energy of a live concert to you through film. The Parade of Hip Hop Stars includes a couple of great duets with Mary J. Blige; a now irony-inducing "Best of Both Worlds" set with R. Kelly; and a mink-wearing Foxy Brown who, literally, is popping out of her costume (fellas, her cameo is worth the price of admission alone). Speeding up ("Is That Your Chick?"), slowing down ("Song Cry"), and everything in between, Jay truly is a man of the people, for the people. Not only does he have something for everyone, but also has such a powerful call and response going on with the stadium audience that YOU find yourself hollerin’ back. Watching Jay-Z switch styles from East Coast to West Coast to Dirty South rap mid-show is electric, as is seeing a thoroughly multiracial crowd rapping back to him AN ENTIRE VERSE of a song a cappella. Unlike some self-styled politicians, Jay-Z truly is a "uniter, not a divider."

Sure, all of it sounds pretty self-congratulatory – and it is, however justified. But about halfway through, this good concert movie elevates itself to a great film, period. Finally we see someintrospection on the road he’s traveled – not of the I-used-to-sell-drugs-now-here-I-am variety, but more of a social commentary on the state of the rap music industry and his creative

role in it. Reminiscing to the purity and quality control of his debut album "Reasonable Doubt," Jay laments how the industry has pigeonholed rappers to be a monolithic group of thugs and gangsters – even if he has to pimp that image to achieve enough commercial success to eventually do a MSG concert for charity the way he is ("See what y’all did to rappers? We scared to be ourselves!"). We see firsthand the fears and concerns that drive one of the most influential rappers today out of the game, a vulnerability usually not afforded the listening public (as is getting a cameo appearance of Jay’s very proud mom!).

Damn near impossible to sit still while watching it, "Fade to Black" is immensely satisfying to a hip hop fan. When even my sixty year old mother bobs her head to Jay-Z, you cannot deny the accessibility of his music, and his imprint on our cultural lexicon. With the breadth of musical diversity and intensity, "Fade to Black" is an ode to hip hop disguised as an ode to one man. "What More Can I Say?"

Edwardo Jackson is the author of the novels EVER AFTER and NEVA HAFTA, (Villard/Random House), a writer for UrbanFilmPremiere.com, WriteMovies.com, and an LA-based screenwriter. Visit his website at www.edwardojackson.com